8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported) July 9, 2014

MYERS INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Ohio	1-8524	34-0778636
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)
1293 South Main Street, Akron, OH		44301
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, including area code (330) 253-5592

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01.   Regulation FD Disclosure.

Myers Industries, Inc. (the “Company”) will hold a conference call for members of the investment community on July 9, 2014 at 10:00 a.m. Eastern Time to discuss the acquisition of Scepter Corporation and Scepter Manufacturing, LLC, the intended sale of the Company’s Lawn and Garden business, the completed sale of WEK Industries, Inc. (a subsidiary of the Company), and the Company’s segment reporting realignment. A copy of the slide materials which will be discussed during the Company’s conference call is attached as Exhibit 99.1 to this Current Report on Form 8-K. The presentation is also available on the Investor Relations – Financial Presentations portion of the Company’s website at www.myersindustries.com.

In accordance with General Instruction B.2 on Form 8-K, the information set forth in this Item 7.01 and the presentation attached to this report as Exhibit 99.1 is “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall such information be deemed incorporated by reference in any filing under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended.

Item 9.01.   Financial Statements and Exhibits

99.1 Scepter Acquisition Conference Call Presentation by the Company dated July 9, 2014

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Myers Industries, Inc.

(Registrant)

DATE: July 9, 2014	By:	/s/ Greggory W. Branning
		Greggory W. Branning Senior Vice President, Chief Financial Officer, and Corporate Secretary

EX-99.1

Myers Industries, Inc.

Scepter Acquisition Conference Call

July 9, 2014

2

Statements

in

this

presentation

concerning

the

Company’s

goals,

strategies,

and

expectations

for

business

and

financial

results

may

be

"forward-looking

statements"

within

the

meaning

of

the

Private

Securities

Litigation

Reform

Act

of

1995

and

are

based

on

current indicators and expectations.  Whenever you read a statement that is not simply a statement of historical fact (such as when

we describe what we "believe," "expect," or "anticipate" will occur, and other similar statements), you must remember that our

expectations

may

not

be

correct,

even

though

we

believe

they

are

reasonable.

We

do

not

guarantee

that

the

transactions

and

events described will happen as described (or that they will happen at all).  You should review this presentation with the

understanding that actual future results may be materially different from what we expect.  Many of the factors that will determine

these

results

are

beyond

our

ability

to

control

or

predict.

You

are

cautioned

not

to

put

undue

reliance

on

any

forward-looking

statement.  We do not intend, and undertake no obligation, to update these forward-looking statements.  These statements involve

a number of risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the

applicable statements.  Such risks include: (1) changes in the markets for the Company’s business segment; (2)  changes in trends

and demands in the markets in which the Company competes; (3) unanticipated downturn in business relationships with customers

or their purchase; (4) competitive pressures on sales and pricing; (5) raw material availability, increases in raw material costs, or

other

production

cost;

(6)

harsh

weather

condition;

(7)

future

economic

and

financial

conditions

in

the

United

States

and

around

the

world; (8) inability of the Company to meet future capital requirements; (9) claims, litigation and regulatory actions against the

Company; (10) changes in laws and regulations affecting the Company; (11) the Company’s ability to execute the components of

its strategic plan; and other risks as detailed in the Company’s 10-K and other reports filed with the Securities and Exchange

Commission.

Myers Industries, Inc. encourages investors to learn more about these risk factors. A detailed explanation of these factors is

available

in

the

Company’s

publicly

filed

quarterly

and

annual

reports,

which

can

be

found

online

at

www.myersind.com

and

at

the

SEC.gov web site.

EBITDA, adjusted EBITDA, free cash flow and net debt are not defined terms under U.S. generally accepted accounting principles

(non-GAAP measures). Non-GAAP measures should not be considered in isolation or as a substitute for net income, cash flow or

total debt figures prepared in accordance with GAAP and may not be comparable to similarly titled measures calculated by other

companies.

Forward Looking Statements; Non GAAP Measures

Exhibit 99.1

Myers Industries Overview

3

•

NYSE: MYE

•

Founded in 1933

•

Headquartered in Akron, Ohio

•

3600 employees

•

International manufacturer of polymer products

•

Wholesale distributor for tire repair and retread products

Scepter Overview

•

Founded in Ontario in 1949

•

Headquartered in Toronto, Ontario

•

350 employees

•

Industry leading manufacturer of polymer products

that serve four markets:

•

Consumer

•

Military

•

Marine

•

Industrial

4

Scepter Acquisition Overview

•

Acquisition completed July 2, 2014

•

Purchase price was $157M

•

Purchased Scepter Corporation (Canadian company) and

Scepter Manufacturing, LLC (U.S. company)

•

Third bolt-on acquisition in Material Handling in two

years

•

2013 annual sales approximately $100M

•

Represents an almost 30% increase to the Material Handling Segment

2013 sales

5

Scepter Acquisition Rationale

•

Immediately enhances Myers’

overall profitability, free

cash flow and return on invested capital

•

Complements Material Handling Segment in end markets,

products, and technologies

•

Aligns closely with core growth platforms

•

Storage and Safety Products

•

Specialty Molding

•

Provides Myers opportunity to move into adjacent

markets –

military and consumer

•

Expands geographic reach

6

Scepter Transaction Economics

•

Purchase price $157M

•

Trailing twelve months EBITDA $23.5M

•

EBITDA multiple of 6.7 times before synergies

•

Myers increased its senior secured revolving credit facility

to $300M to fund acquisition

•

Other terms of the facility remain unchanged

•

Proceeds from the divestiture of the Lawn & Garden Segment will be

used to pay down debt

7

•

Expected to be immediately accretive to adjusted earnings

per share

•

Annual synergies of more than $2.0M are anticipated

Additional Recent Announcements & Events

•

Commencement of the sale of the Lawn & Garden

Segment

•

Two-phase restructuring complete 

•

Engaged William Blair to assist with the sales process

•

Expect the sale to be completed in less than twelve months

•

Reported as discontinued operation in second quarter Form 10Q filing

•

Sale of WEK Industries, Inc. to Industrial Opportunity

Partners

•

Sale price of approximately $19.5M

•

Segment reporting realignment

•

Reduces our reporting segments from four to two

•

Starts with the second quarter Form 10Q filing

•

Two reportable segments

•

Material Handling

•

Distribution

8

Appendix

9

Scepter EBITDA Reconciliation (Unaudited)

10

(1) Earnings before interest and taxes of Scepter Corporation and Scepter Manufacturing, LLC (Scepter).

($ millions USD)

TTM 5/31/2014

EBIT

(1)

$         18.2

Depreciation and Amortization

EBITDA

$         23.5

5.3

Scepter Markets & Products

11

Consumer Segment

•

Automotive fuel containers

•

“Flo n’

go”

fluid transfer system

Marine Segment

•

Remote outboard engine fuel tanks

•

Fuel transfer systems

Military

Segment

•

Ammunition packaging

•

Fuel and water canisters

Industrial Segment

•

Food and beverage handling

•

Storage cotainers